A practitioner's reference to VIE (Variable Interest Entity) architectures under China rules — including Article 37, ODI, foreign-exchange, and the new CSRC overseas-listing filing regime (境外上市备案制) effective 2023.
Each whitepaper consolidates decades of compliance advisory into an actionable, navigable reference.
BVI / Cayman top → HK → WFOE → VIE Control Agreements → PRC operating entity. WFOE ↔ VIE control agreement stack (loan, share-pledge, call-option, services).
Founder Article 37 (个人 37 号文) + corporate ODI + SAFE foreign-exchange registration. Capital injection sequence and foreign-debt cap (1.5x net assets).
2023 CSRC Overseas Listing Filing (境外上市备案制): VIE disclosure requirement, sensitive-industry rules, red-chip stack validation.
Reasons to dismantle (regulatory pressure, prospectus covenant, A-share return, group restructuring). Six-step dismantle procedure and capital repatriation paths.
Founders evaluating offshore listing via VIE (HK / NYSE / Nasdaq), VIE-structured companies considering A-share return, and CSP investors due-diligence VIE stacks.
A suggested sequence that takes you from foundational concepts to operational execution.
Choose top-vehicle (BVI / Cayman), confirm HK intermediary, draft WFOE-VIE control agreement stack. Output: structure chart.
Founder Article 37, corporate ODI (NDRC + MOFCOM + SAFE), WFOE registration, CSRC overseas-listing filing if applicable.
VIE re-acquisition by WFOE, capital repatriation via dividend / share buyback / SAFE-documented in-kind. A-share return or domestic restructuring.
This whitepaper is an overview. For your specific transaction, structure, or filing need, our team provides a personalised advisory engagement.
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